Character actor fans, take note! As far as I can tell, 1990's Brain Dead (no relation to the Peter Jackson flick of a similar name) is the only place you'll find two of our very favorite Bills. Yep, it's Bill Pullman and Bill Paxton in the very same (and rather weird) little sci-fi horror cheapie from producer Roger Corman and director Adam Simon.

For those who still can't tell the guys apart (which is a malady I'll never understand), Bill Pullman made his debut as a hilarious moron in Ruthless People before going on to star in movies such as Spaceballs, Singles, and Independence Day, while Bill Paxton made his first big splash in Weird Science before moving on to titles like Aliens, Apollo 13, and the biblically awesome Frailty. Both longtime favorites of the character actor aficionadoes, Mr. Pullman & Mr. Paxton have (so far) appeared in precisely one movie together, the kinda-weird, kinda-chintzy, entirely watchable Brain Dead (aka Paranoia).

Best taken as an ambitious little 80-minute Twilight Zone concept, Brain Dead is about a brilliant brain doctor (Pullman) who is talked into some rather unsavory experiments by a fast-talkin' corporate ladder-climber (Paxton). The original plan is to get into the head of a loopy accountant who's lost his marbles (Bud Cort), but one too many trips under the knife leaves our nebbishy doctor unsure as to which reality he's living in.

One of those movies that offers an "awakening" shock about halfway through, the kind that makes the viewer quickly re-assess everything that's happened up to that point, Brain Dead is low-budget and entirely un-flashy, but it houses a a few nifty sci-fi concepts, a handful of unpredictable twists & turns, and enough Pullman/Paxton goodness to keep and movie geek suitably entertained. (For at least 80 minutes, anyway.)

Notably better written than it is directed, Brain Dead isn't any sort of hidden cult classic or B-movie masterpiece, but there's something to be said for a twisted little science-fiction story that gets to the meat of the matter and doles out a generally tasty little meal. Based on a story (and co-written) by Charles Beaumont, he of the original Twilight Zone and Alfred Hitchcock Presents programs, Brain Dead sure isn't brilliant, but you just might be surprised at quickly the thing flies by.

Oh, and George Kennedy stops by for a few scenes, just in case you thought this movie is one that takes itself seriously.

The DVD

Video: Unfortunately, the full frame transfer looks a whole lot like it was recorded by someone's dusty old VHS tape. It's muddy, grainy, and generally unimpressive, but if you're an old fan of this semi-forgotten B-movie, you'll be able to enjoy it, if only barely.

Audio: A Dolby Digital 2.0 track, which is only slightly more impressive than the video transfer.

Heck, I could sit through a movie a whole lot worse than this one just to see a pair of my favorite actors banter back and forth. Happily, Brain Dead has just enough smarts, twists, and brain-gore to keep the genre fans reasonably pleased. Too bad about the transfer, though.